| Schedule of Assets and Liabilities Measured at Fair Value |
The
following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of
related party (in thousands):
Schedule of Assets and Liabilities Measured at Fair Value
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| | |
March 31, 2026 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Assets: | |
| | | |
| | | |
| | | |
| | |
| Money market funds | |
$ | 35 | | |
$ | - | | |
$ | - | | |
$ | 35 | |
| Bitcoin | |
| 66 | | |
| - | | |
| - | | |
| 66 | |
| Total assets, at fair value | |
$ | 101 | | |
$ | - | | |
$ | - | | |
$ | 101 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Business Combination Warrants | |
$ | - | | |
$ | - | | |
$ | 46 | | |
$ | 46 | |
| PIPE Warrants | |
| - | | |
| - | | |
| 9 | | |
| 9 | |
| SEPA put option liability | |
| - | | |
| - | | |
| 74 | | |
| 74 | |
| Total liabilities, at fair value | |
$ | - | | |
$ | - | | |
$ | 129 | | |
$ | 129 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| | |
December 31, 2025 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Assets: | |
| | | |
| | | |
| | | |
| | |
| Money market funds | |
$ | 35 | | |
$ | - | | |
$ | - | | |
$ | 35 | |
| Bitcoin | |
| 506 | | |
| - | | |
| - | | |
| 506 | |
| Total assets, at fair value | |
$ | 541 | | |
$ | - | | |
$ | - | | |
$ | 541 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Business Combination Warrants | |
$ | - | | |
$ | - | | |
$ | 60 | | |
$ | 60 | |
| PIPE Warrants | |
| - | | |
| - | | |
| 11 | | |
| 11 | |
| SEPA put option liability | |
| - | | |
| - | | |
| 186 | | |
| 186 | |
| Total liabilities, at fair value | |
$ | - | | |
$ | - | | |
$ | 257 | | |
$ | 257 | |
|
The
following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of
related party (in thousands):
Schedule of Assets and Liabilities Measured at Fair Value
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| | |
December 31, 2025 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Assets: | |
| | | |
| | | |
| | | |
| | |
| Money market funds | |
$ | 35 | | |
$ | - | | |
$ | - | | |
$ | 35 | |
| Bitcoin | |
| 506 | | |
| - | | |
| - | | |
| 506 | |
| Total assets, at fair value | |
$ | 541 | | |
$ | - | | |
$ | - | | |
$ | 541 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Business Combination Warrants | |
$ | - | | |
$ | - | | |
$ | 60 | | |
$ | 60 | |
| PIPE Warrants | |
| - | | |
| - | | |
| 11 | | |
| 11 | |
| SEPA put option liability | |
| - | | |
| - | | |
| 186 | | |
| 186 | |
| Total liabilities, at fair value | |
$ | - | | |
$ | - | | |
$ | 257 | | |
$ | 257 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| | |
December 31, 2024 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Assets: | |
| | | |
| | | |
| | | |
| | |
| Bitcoin | |
$ | 2,849 | | |
$ | - | | |
$ | - | | |
$ | 2,849 | |
| Total assets, at fair value | |
$ | 2,849 | | |
$ | - | | |
$ | - | | |
$ | 2,849 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Business Combination Warrants | |
$ | - | | |
$ | - | | |
$ | 12 | | |
$ | 12 | |
| PIPE Warrants | |
| - | | |
| - | | |
| 3 | | |
| 3 | |
| PIPE Notes | |
| - | | |
| - | | |
| 1,734 | | |
| 1,734 | |
| Yorkville Note | |
| - | | |
| - | | |
| 1,718 | | |
| 1,718 | |
| SEPA put option liability | |
| - | | |
| - | | |
| 434 | | |
| 434 | |
| Total liabilities, at fair value | |
$ | - | | |
$ | - | | |
$ | 3,901 | | |
$ | 3,901 | |
|
| Schedule of Warrants and Notes Measured at Fair Value |
The
following table presents the changes in the Business Combination Warrants and PIPE Warrants measured at fair value during the three months
ended March 31, 2026 (in thousands):
Schedule
of Warrants and Notes Measured at Fair Value
| | |
Business Combination Warrants | | |
PIPE Warrants | |
| Balance, December 31, 2025 | |
$ | 60 | | |
$ | 11 | |
| Changes in fair value | |
| (14 | ) | |
| (2 | ) |
| Cash repayment | |
| - | | |
| (262 | ) |
| Conversions
to Common Stock |
|
|
- |
|
|
|
67 |
|
| Balance, March 31, 2026 | |
$ | 46 | | |
$ | 9 | |
The
following table presents the changes in the SEPA derivative liabilities measured at fair value during the three months ended March 31,
2026 (in thousands):
| |
|
SEPA
Put
Option Liability |
|
|
SEPA
Forward
Option Liability |
|
| Balance,
December 31, 2025 |
|
$ |
186 |
|
|
$ |
- |
|
| Changes
in fair value |
|
|
(112 |
) |
|
|
(67 |
)
|
| Conversions
to Common Stock |
|
|
- |
|
|
|
67 |
|
| Balance,
March 31, 2026 |
|
$ |
74 |
|
|
$ |
- |
|
The
following table presents the changes in the PIPE Notes and Yorkville Note measured at fair value during the year ended December 31, 2025
(in thousands):
| | |
PIPE Notes | | |
Yorkville Note | |
| Balance, December 31, 2024 | |
$ | 1,734 | | |
$ | 1,718 | |
| Conversions to Common Stock (1) | |
| (513 | ) | |
| (1,392 | ) |
| Cash repayment | |
| - | | |
| (262 | ) |
| Changes in fair value | |
| (1,221 | ) | |
| (64 | ) |
| Balance, December 31, 2025 | |
$ | - | | |
$ | - | |
The
following table presents the changes in the SEPA derivative liabilities measured at
fair value during the year ended December 31, 2025 (in thousands):
| | |
SEPA Put
Option Liability | | |
SEPA Forward
Option Liability | |
| Balance, December 31, 2024 | |
$ | 434 | | |
$ | - | |
| Changes in fair value | |
| (248 | ) | |
| 32 | |
| Conversions to Common Stock | |
| - | | |
| (32 | ) |
| Balance, December 31, 2025 | |
$ | 186 | | |
$ | - | |
|
The
following table presents the changes in the Business Combination Warrants and PIPE Warrants measured at fair value during the year ended
December 31, 2025 (in thousands):
Schedule
of Warrants and Notes Measured at Fair Value
| | |
Business
Combination
Warrants | | |
PIPE
Warrants | |
| Balance, December 31, 2024 | |
$ | 12 | | |
$ | 3 | |
| Changes in fair value | |
| 48 | | |
| 8 | |
| Balance, December 31, 2025 | |
$ | 60 | | |
$ | 11 | |
The
following table presents the changes in the SEPA derivative liabilities measured at fair value during the three months ended March 31,
2026 (in thousands):
| |
|
SEPA
Put
Option Liability |
|
|
SEPA
Forward
Option Liability |
|
| Balance,
December 31, 2025 |
|
$ |
186 |
|
|
$ |
- |
|
| Changes
in fair value |
|
|
(112 |
) |
|
|
(67 |
)
|
| Conversions
to Common Stock |
|
|
- |
|
|
|
67 |
|
| Balance,
March 31, 2026 |
|
$ |
74 |
|
|
$ |
- |
|
The
following table presents the changes in the PIPE Notes and Yorkville Note measured at fair value during the year ended December 31, 2025
(in thousands):
| | |
PIPE Notes | | |
Yorkville Note | |
| Balance, December 31, 2024 | |
$ | 1,734 | | |
$ | 1,718 | |
| Conversions to Common Stock (1) | |
| (513 | ) | |
| (1,392 | ) |
| Cash repayment | |
| - | | |
| (262 | ) |
| Changes in fair value | |
| (1,221 | ) | |
| (64 | ) |
| Balance, December 31, 2025 | |
$ | - | | |
$ | - | |
The
following table presents the changes in the SEPA derivative liabilities measured at
fair value during the year ended December 31, 2025 (in thousands):
| | |
SEPA Put
Option Liability | | |
SEPA Forward
Option Liability | |
| Balance, December 31, 2024 | |
$ | 434 | | |
$ | - | |
| Changes in fair value | |
| (248 | ) | |
| 32 | |
| Conversions to Common Stock | |
| - | | |
| (32 | ) |
| Balance, December 31, 2025 | |
$ | 186 | | |
$ | - | |
|
| Schedule of Fair Value Assumptions and Valuation |
The
Company remeasured the fair value of the Business Combination Warrants and PIPE Warrants at March 31, 2026 using the Black-Scholes option-pricing
model with the following assumptions:
Schedule
of Fair Value Assumptions and Valuation
| | |
| | |
| |
| | |
As of March 31, 2026 | |
| | |
PIPE | | |
Business Combination | |
| | |
Warrants | | |
Warrants | |
| Stock price | |
$ | 0.85 | | |
$ | 0.85 | |
| Exercise price | |
$ | 10.00 | | |
$ | 11.50 | |
| Expected volatility | |
| 94.9 | % | |
| 94.9 | % |
| Weighted average risk-free rate | |
| 3.8 | % | |
| 3.8 | % |
| Expected dividend yield | |
| - | | |
| - | |
| Warrants measurement input | |
| - | | |
| - | |
| Expected term (in years) | |
| 2.61 | | |
| 2.61 | |
The
Company remeasured the fair value of the Business Combination Warrants and PIPE Warrants at December 31, 2025 using the Black-Scholes
option-pricing model with the following assumptions:
| | |
Warrants | | |
Warrants | |
| | |
As of December 31, 2025 | |
| | |
PIPE | | |
Business Combination | |
| | |
Warrants | | |
Warrants | |
| Stock price | |
$ | 1.10 | | |
$ | 1.10 | |
| Exercise price | |
$ | 10.00 | | |
$ | 11.50 | |
| Expected volatility | |
| 85.0 | % | |
| 85.0 | % |
| Weighted average risk-free rate | |
| 3.5 | % | |
| 3.5 | % |
| Expected dividend yield | |
| 0.0 | % | |
| 0.0 | % |
| Warrants measurement input | |
| 0.0 | % | |
| 0.0 | % |
| Expected term (in years) | |
| 2.85 | | |
| 2.85 | |
The
estimated fair value of the SEPA put option derivative liability was determined using a Monte Carlo simulation model in order to project
the future path of the Company’s stock price over the commitment period with the following assumptions:
| | |
March 31, 2026 | | |
December 31, 2025 | |
| | |
As of | |
| | |
March 31, 2026 | | |
December 31, 2025 | |
| Term (in years) | |
| 0.2 | | |
| 0.5 | |
| Starting stock price | |
$ | 0.85 | | |
$ | 1.10 | |
| Expected volatility | |
| 156.7 | % | |
| 144.0 | % |
| Risk-free rate | |
| 3.7 | % | |
| 3.6 | % |
| Derivative liability | |
| 3.7 | % | |
| 3.6 | % |
The
estimated fair value of the SEPA put option liability was determined using a Monte Carlo
simulation model in order to project the future path of the Company’s stock price over
the commitment period with the following assumptions:
| | |
2025 | | |
2024 | |
| | |
As of December 31, | |
| | |
2025 | | |
2024 | |
| Term (in years) | |
| 0.5 | | |
| 1.5 | |
| Starting stock price | |
$ | 1.10 | | |
$ | 1.36 | |
| Expected volatility | |
| 144.0 | % | |
| 132.5 | % |
| Risk-free rate | |
| 3.6 | % | |
| 4.2 | % |
| Derivative liability | |
| 3.6 | % | |
| 4.2 | % |
|
The
Company remeasured the fair value of the Business Combination Warrants and PIPE Warrants at December 31, 2025 using the Black-Scholes
option-pricing model with the following assumptions:
Schedule
of Fair Value Assumptions and Valuation
| | |
Warrants | | |
Warrants | |
| | |
As of December 31, 2025 | |
| | |
PIPE
| | |
Business
Combination | |
| | |
Warrants | | |
Warrants | |
| Stock price | |
$ | 1.10 | | |
$ | 1.10 | |
| Exercise price | |
$ | 10.00 | | |
$ | 11.50 | |
| Expected volatility | |
| 85.0 | % | |
| 85.0 | % |
| Weighted average risk-free rate | |
| 3.5 | % | |
| 3.5 | % |
| Expected dividend yield | |
| 0.0 | % | |
| 0.0 | % |
| Warrants measurement input | |
| 0.0 | % | |
| 0.0 | % |
| Expected term (in years) | |
| 2.85 | | |
| 2.85 | |
The
Company remeasured the fair value of the Business Combination Warrants and PIPE Warrants at December 31, 2025 using the Black-Scholes
option-pricing model with the following assumptions:
| | |
Warrants | | |
Warrants | |
| | |
As of December 31, 2025 | |
| | |
PIPE | | |
Business Combination | |
| | |
Warrants | | |
Warrants | |
| Stock price | |
$ | 1.10 | | |
$ | 1.10 | |
| Exercise price | |
$ | 10.00 | | |
$ | 11.50 | |
| Expected volatility | |
| 85.0 | % | |
| 85.0 | % |
| Weighted average risk-free rate | |
| 3.5 | % | |
| 3.5 | % |
| Expected dividend yield | |
| 0.0 | % | |
| 0.0 | % |
| Warrants measurement input | |
| 0.0 | % | |
| 0.0 | % |
| Expected term (in years) | |
| 2.85 | | |
| 2.85 | |
The
estimated fair value of the SEPA put option derivative liability was determined using a Monte Carlo simulation model in order to project
the future path of the Company’s stock price over the commitment period with the following assumptions:
| | |
March 31, 2026 | | |
December 31, 2025 | |
| | |
As of | |
| | |
March 31, 2026 | | |
December 31, 2025 | |
| Term (in years) | |
| 0.2 | | |
| 0.5 | |
| Starting stock price | |
$ | 0.85 | | |
$ | 1.10 | |
| Expected volatility | |
| 156.7 | % | |
| 144.0 | % |
| Risk-free rate | |
| 3.7 | % | |
| 3.6 | % |
| Derivative liability | |
| 3.7 | % | |
| 3.6 | % |
The
estimated fair value of the SEPA put option liability was determined using a Monte Carlo
simulation model in order to project the future path of the Company’s stock price over
the commitment period with the following assumptions:
| | |
2025 | | |
2024 | |
| | |
As of December 31, | |
| | |
2025 | | |
2024 | |
| Term (in years) | |
| 0.5 | | |
| 1.5 | |
| Starting stock price | |
$ | 1.10 | | |
$ | 1.36 | |
| Expected volatility | |
| 144.0 | % | |
| 132.5 | % |
| Risk-free rate | |
| 3.6 | % | |
| 4.2 | % |
| Derivative liability | |
| 3.6 | % | |
| 4.2 | % |
|